HomeMy WebLinkAboutContract 64014fORTWORTH@
CITY OF FORT WORTH
CSC No. 64014
NON-EXCLUSIVE COOPERATIVE PURCHASE AGREEMENT
This Non-Exclusive Cooperative Purchase Agreement ("Agreement") is entered into by and
between the City of Fort Worth ("City"), a Texas home rule municipality, and Internal Data
Resources, Inc. dba IDR ("Vendor"). City and Vendor are each individually referred to herein
as a "party" and collectively referred to as the "parties."
The Cooperative Purchase Agreement includes the following documents which shall be construed
in the order of precedence in which they are listed:
1.This Cooperative Purchase Agreement;
2.Exhibit A-Texas Department of Information Resources Cooperative Contract
No. DIR-CPO-5474;
3.Exhibit B -Texas Department of Information Resources Cooperative Contract
No. DIR-CPO-5474 Pricing Index;
4.Exhibit C-Network Access Agreement; and
5.Exhibit D -Conflict of Interest Questionnaire.
The Exhibits referenced above, which are attached hereto and incorporated herein, are
made a part of this Agreement for all purposes. Vendor agrees to provide City with the services
and goods included in Exhibit B pursuant to the terms and conditions of this Cooperative Purchase
Agreement, including all exhibits thereto. If any provisions of the attached documents, conflict
with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation
or ordinance of City, the terms in this Agreement shall control
City shall pay Vendor in accordance with the fee schedule in Exhibit B and in accordance
with the provisions of this Agreement. Total payment made under this Agreement by the City to
all vendors who are awarded a non-exclusive agreement shall not exceed Two Million Twenty
One Thousand and Three Hundred Forty Dollars ($2,021,340.00). Vendor agrees that the City is
not required to provide any guarantee of any amount of compensation under this Agreement.
Vendor shall not provide any additional items or services or bill for expenses incurred for City not
specified by this Agreement unless City requests and approves in writing the additional costs for
such services. City shall not be liable for any additional expenses of Vendor not specified by this
Agreement unless City first approves such expenses in writing.
The term of this Agreement shall be effective beginning on the date signed by the Assistant
City Manager below ("Effective Date") and ending on August 12, 2026 ("Expiration Date"). City
shall be able to renew this agreement for three (3) one-year renewal options by written agreement
of the parties. Provided, however, the term of this Agreement shall not extend beyond the term of
Texas Department of Information Resources Cooperative Contract No. DIR-CPO-5474, attached
hereto as Exhibit A, unless it is extended, renewed, or followed up by a substantially similar
cooperative agreement ("Successor Contract") from Vendor and the Texas Department of
Cooperative Purchase Agreement
Information Resources and the parties agree in writing to incorporate such extension, renewal, or
use of Successor Contract into this Agreement.
Vendor agrees that City shall, until the expiration of three (3) years after final payment
under this Agreement, or the final conclusion of any audit commenced during the said three years,
have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records, including, but not limited to, all electronic records, of Vendor
involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that
City shall have access during normal working hours to all necessary Vendor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. City shall give Vendor reasonable advance notice of intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of
the transmission, or (3) received by the other party by United States Mail, registered, return receipt
requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: City Manager's Office
100 Fort Worth Trail
Fort Worth, TX 76102
To VENDOR:
Internal Data Resources, Inc. dba IDR
Attn: Legal Department
1120 Sanctuary Parkway, Suite 150
Alpharetta, Georgia 30009
With copy to Fort Worth City Attorney's Office at
same address
IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost
and expense, including the payment of attorney's fees, any claim or action against the
City for infringement of any patent, copyright, trade mark, service mark, trade secret, or
other intellectual property right arising from City's use of the Vendor's services, or any part
thereof, in accordance with the Agreement, it being understood that the agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the Vendor's
services. So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section, Vendor shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest,
and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under the Agreement, the City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all papers City may
Cooperative Purchase Agreement
receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under the
Agreement. If the Vendor's services, or any part thereof, are held to infringe and the use
thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Vendor's services; or (b) modify
the Vendor's services to make them/it non-infringing, provided that such modification does
not materially adversely affect City's authorized use of the Vendor's services; or (c) replace
the Vendor's services with equally suitable, compatible, and functionally equivalent non-
infringing services at no additional charge to City; or (d) if none of the foregoing alternatives
is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
Data Breach. Vendor further agrees that it will monitor and test its data safeguards
from time to time, and further agrees to adjust its data safeguards from time to time in light
of relevant circumstances or the results of any relevant testing or monitoring. If Vendor
suspects or becomes aware of any unauthorized access to any financial or personal
identifiable information ("City Data") by any unauthorized person or third party, or
becomes aware of any other security breach relating to City Data held or stored by Vendor
under the Agreement or in connection with the performance of any services performed under
the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately
notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or
stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately
comply with applicable laws, and shall take the appropriate steps to remedy such Data
Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective
officers, directors, employees and agents, harmless from and against any and all claims, suits,
causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising
out of or relating to any third party claim arising from breach by Vendor of its obligations
contained in this Section, except to the extent resulting from the acts or omissions of City.
All City Data to which Vendor has access under the Agreement, as between Vendor and City,
will remain the property of City. City hereby consents to the use, processing and/or
disclosure of City Data only for the purposes described herein and to the extent such use or
processing is necessary for Vendor to carry out its duties and responsibilities under the
Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not
transfer City Data to third parties other than through its underlying network provider to
perform its obligations under the Agreement, unless authorized in writing by City. Vendor's
obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data
Breach is the result of the actions of a third party. All City Data delivered to Vendor shall be
stored in the United States or other jurisdictions approved by City in writing and shall not
be transferred to any other countries or jurisdictions without the prior written consent of
City.
No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Cooperative Purchase Agreement
Chapter 2271 of the Texas Government Code, City is prohibited from entering into a
contract with a company for goods or services unless the contract contains a written
verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of the contract. The terms "boycott Israel" and "company" shall have
the meanings ascribed to those terms in Section SOS.001 of the Texas Government Code. By
signing this Addendum, Vendor certifies that Vendor's signature provides written verification
to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term
of the Agreement.
Prohibition on Bovcottin� Ener�v Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from
entering into a contract for goods or services that has a value of $100,000 or more that is to
be paid wholly or partly from public funds of the City with a company with 10 or more full-
time employees unless the contract contains a written verification from the company that it:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the
term of the contract. The terms "boycott energy company" and "company" have the
meaning ascribed to those terms by Chapter 2276.001 of the Texas Government Code. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by
signing this Agreement, Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of this Agreement.
Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, the City is prohibited from entering into a contract for goods or services that has a
value of $100,000 or more that is to be paid wholly or partly from public funds of the City
with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association; and (2) will
not discriminate during the term of the contract against a firearm entity or firearm trade
association. The terms "discriminate," "firearm entity" and "firearm trade association"
have the meaning ascribed to those terms by Chapter 2274.001 of the Texas Government
Code. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides
written verification to the City that Vendor: (1) does not have a practice, policy, guidance,
or directive that discriminates against a firearm entity or firearm trade association; and (2)
will not discriminate against a firearm entity or firearm trade association during the term of
this Agreement.
Applicable Laws. The laws of the State of Texas shall govern this Agreement. Venue for
any action brought to interpret or enforce, or arising out of or incident to, the terms of this
Agreement shall be in Tarrant County, Texas.
[Signature Page Follows]
Cooperative Purchase Agreement
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
GQAIVUl�lki�
By: �,a��3�lo�da�o,5ep24,2�25�g36�41��T,
Name: Dianna Giordano
Title: Assistant City Manager
Date: 09/24/2025
APPROVAL RECOMMENDED:
B : '� y��
Y
Name: Kevin Gunn
Title: Director, IT Solutions
ATTEST:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
By. ,a,��.���a
Name: Angela Alonzo
Title: Sr. Administrative Services Manager
APPROVED AS TO FORM AND LEGALITY:
Caholace �a Grq aYa
q�F�R�uq� B�. i i�, i��s�, s i ..�zs�� u.macoU
;>°°��� �°�,p,, Name: Candace Pagliara
�a �
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p,; �*=p Title: Sr. Assistant City Attorney
dpon nEzpso�4`
�.nswc� � �
By: U
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Internal Data Resources, Inc. dba IDR
By:
�;�"u������ C ����
Name: Samantha Green
Title: Director of Government Services
Date: 8/19 2025
CONTRACT AUTHORIZATION:
M&C: 25-0827
Approval Date: 09/16/2025
Form 1295: 2025-1344925
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
Texas Department of Information Resources Cooperative Contract No. DIR-CPO-5474
(ATTACHED)
Cooperative Purchase Agreement — Exhibit A
DIR Contract No. DIR-CPO-5474
Internal Data Resources, Inc. dba IDR— 58-2389124
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR SERVICES
Internal Data Resources, Inc. dba /DR
1 INTRODUCTION
1.1 Parties
This contract for Information Technology Staff Augmentation ("ITSAC") services (this
"Contract") is entered into between the State of Texas, acting by and through the
Department of Information Resources (hereinafter "DIR") with its principal place of
business at 300 West 15th Street, Suite 1300, Austin, Texas 78701, and Internal Data
Resources, Inc. dba IDR, a Georgia For-Profit Corporation (hereinafter "Successful
Respondent"), with its principal place of business at 1120 Sanctuary Parkway, Suite 150,
Alpharetta, Georgia 30009.
1.2 Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State
of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State
Business Daily, Request for Offer (RFO) DIR-CPO-TMP-579, on September 28, 2023, for
Information Technology Staff Augmentation Contract (ITSAC) services (the "RFO"). Upon
execution of all Contracts, a notice of award for DIR-CPO-TMP-579, shall be posted by
DIR on the Electronic State Business Daily.
1.3 Order of Precedence
A. For transactions under this Contract, the order of precedence shall be as follows:
this Contract.
2. Appendix A, Standard Terms and Conditions;
3. Appendix B, Successful Respondent's Historically Underutilized Businesses
Subcontracting Plan;
4. Appendix C, ITSAC Not-to-Exceed Rates;
5. Appendix D, ITSAC Job Category, Title Descriptions
6. Appendix E, ITSAC IT Staffing SOW Template
7. Exhibit 1, RFO DIR-CPO-TMP-579, including all Addenda; and
DIR Contract No. DIR-CPO-5474
Internal Data Resources, Inc. dba IDR— 58-2389124
8. Exhibit 2, Successful Respondent's Response to RFO DIR-CPO-TMP-579,
including all Addenda.
B. Each of the foregoing documents is hereby incorporated by reference and
together constitute the entire agreement between DIR and Successful
Respondent.
1.4 Definitions
Capitalized terms used but not defined herein have the meanings given to them in
Appendix A, Standard Terms and Conditions. The following terms used in this
Contract shall have the meanings given to them below:
A. ITSAC Portal — The internet application provided by DIR for the purpose of
facilitating Customer ITSAC procurements.
B. ITSAC Vendor — A vendor, including Successful Respondent, awarded a contract
under the RFO or a comparable request for offers issued by DIR for ITSAC services.
C. Not to Exceed (NTE) Rate — The maximum hourly rate payable to Successful
Respondent under this Contract for the provision of services by a Worker with a
given job category, title description, and level, as provided by Appendix C, Not-to-
Exceed Rates.
D. Request for Resumes — A Solicitation for an individual Worker.
E. Solicitation —A procurement document issued by a Customer specifying the ITSAC
services to be provided and requesting responses from ITSAC Vendors. A
Solicitation may be in the form of a Request for Resumes or a Statement of Work.
F. Statement of Work — In addition to the definition provided in Appendix A,
Standard Terms and Conditions, this term shall include a Solicitation for an ITSAC
solution, including where Workers are kept on retainer or where multiple Workers
are sought for a team or particular project.
G. Worker — An individual who is an employee or subcontractor of an ITSAC Vendor
and who may be engaged to perform ITSAC services for Customers.
2 TERM OF CONTRACT
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The initial term of this Contract shall be up to two (2) years commencing on the date of
the last signature hereto (the "Initial Term"), with one (1) optional two-year renewal and
one (1) optional one-year renewal (each, a"Renewal Term"). Prior to expiration of the
Initial Term and each Renewal Term, this Contract will renew automatically under the
same terms and conditions unless either party provides written notice to the other party
at least sixty (60) days in advance of the renewal date stating that the party wishes to
discuss amendment or non-renewal.
3 OPTION TO EXTEND
Successful Respondent agrees that DIR may require continued performance under this
Contract at the rates specified in this Contact following the expiration of the Initial Term
or any Renewal Term. This option may be exercised more than once, but the total
extension of performance hereunder shall not exceed ninety (90) calendar days. Such
extension of services shall be subject to the requirements of the Contract, with the sole
and limited exception that the original date of termination shall be extended pursuant
to this provision. DIR may exercise this option upon thirty (30) calendar days written
notice to the Successful Respondent.
4 SERVICE OFFERINGS
Services available under this Contract are limited to the technology categories defined
in Request for Offer DIR-CPO-TMP-579 for Information Technology Staff Augmentation
Contract (ITSAC) Services. At DIR's sole discretion, Successful Respondent may
incorporate changes or make additions to its service offerings, provided that any
changes or additions must be within the scope of the RFO.
Successful Respondent shall provide one or more Workers to DIR Customers as defined
in the applicable Solicitation and resulting Purchase Order in accordance with the terms
and conditions of this Contract.
Successful Respondent understands that this is a non-exclusive, indefinite quantity
Contract. DIR makes no representations or warranties that Successful Respondent shall
receive any number or volume of Solicitation opportunities or Purchase Orders
hereunder.
5 PRICING
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5.1 Not-to-Exceed Rates
Pricing to Customers shall be as set forth in Appendix A, Section 8, Pricing, Purchase
Orders, Invoices and Payment, and as limited by Appendix C ITSAC Not-to-Exceed
Rates, and shall include the DIR Administrative Fee.
5.2 Hourly Rates
A. Successful Respondent's quoted and actual hourly rates shall not exceed the
applicable NTE Rate. Successful Respondent shall not increase its hourly rates
under any Purchase Order, including any amendments or Purchase Order Change
Notice (POCN) thereto, except as explicitly agreed upon therein.
B. Successful Respondent shall include all applicable expenses for a proposed Worker,
including the applicable DIR Administrative Fee (as defined below), in the hourly
rate quoted for such Worker, and shall not invoice for any additional charges.
Travel expense reimbursement may be allowed in accordance with Appendix A
Terms and Conditions Section 8.5. Travel Expense Reimbursement.
6 DIR ADMINISTRATIVE FEE
A. Successful Respondent shall pay an administrative fee to DIR based on the dollar
value of all sales to Customers pursuant to this Contract (the "DIR Administrative
Fee"). The amount of the DIR Administrative Fee shall be one percent (1.00%) of
all sales, net of returns and credits. For example, the administrative fee for sales
totaling $100,000 shall be $1,000.
B. All prices quoted to Customers shall include the DIR Administrative Fee. DIR
reserves the right to increase or decrease the DIR Administrative Fee during the
term of this Contract, upon written notice to Successful Respondent without
amending this Contract. Any increase or decrease in the DIR Administrative Fee
shall be incorporated in the price to Customers.
7 SOLICITATIONS
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7.1 Customer Election
Customers may elect to issue Solicitations using the ITSAC Portal or by any other
method permitted by applicable law, including submitting Solicitations directly to
selected ITSAC Vendors.
7.2 ITSAC Portal
Successful Respondent may use the ITSAC Portal subject to any applicable terms and
conditions and in accordance with any guidance published by DIR, which may be
updated from time to time without notice to Successful Respondent. Successful
Respondent acknowledges that its use of the ITSAC Portal shall be deemed acceptance
of all such terms, conditions, and guidance. Successful Respondent further
acknowledges that declining to use the ITSAC Portal may result in reduced access to
Solicitation opportunities hereunder.
7.3 Solicitation Contents
Solicitations will include the Customer's minimum requirements, including, as applicable,
the number of Workers, the qualifications and skills for each Worker; and the number of
hours to be provided or duration of the engagement. Customers may also elect to
include an overview of the types of services to be provided by Workers, the manner and
locations in which such services are to be provided, information regarding required
travel, and any other information that may assist ITSAC Vendors in responding to such
Solicitations.
8 RESPONSES TO SOLICITATIONS
8.1 Response Contents
For each proposed Worker, Successful Respondent shall include a resume and a
document signed by the Worker indicating that Successful Respondent is authorized to
submit such Worker for the particular Solicitation. DIR may propose additional
requirements, such as a resume cover sheet, for responses submitted to the ITSAC
Portal.
8.2 Restrictions on Proposed Workers
A. Successful Respondent shall propose only Workers that meet the minimum
requirements for a Solicitation.
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B. Except as provided below, Successful Respondent shall not propose any Worker
in response to a Solicitation if such Worker is engaged, including by another
ITSAC Vendor, to provide services of any kind during the term of a Purchase
Order resulting from such Solicitation.
C. Notwithstanding the foregoing, Successful Respondent may propose a previously
engaged Worker if:
such Worker's previous engagement is with the same Customer that has
issued the Solicitation, and the Customer elects to engage the Worker for
multiple Purchase Orders with overlapping terms; or
ii. such Worker's previous engagement is for specific hours that do not
overlap with the hours required in such Solicitation, and both Customers
provide prior written consent.
8.3 Responses to ITSAC Portal Solicitations
All responses to Solicitations issued using the ITSAC Portal must be submitted in
accordance with the ITSAC Portal terms and conditions and any guidance published by
DIR, which may be updated from time to time without notice to Successful Respondent.
Successful Respondent shall not attempt to respond to such Solicitations through direct
contact with the issuing Customer, except as provided by such terms, conditions, and
guidance. Successful Respondent shall not initiate communications with any Customer
regarding Solicitations posted to the ITSAC Portal, but may respond if such Customer
initiates communications regarding the Solicitation.
8.4 Worker Interviews
Successful Respondent shall be responsible for verifying that the correct proposed
Worker attends any interviews conducted by Customers. Successful Respondent shall
not submit substitute proposed Workers to interview with Customers if the requested
proposed Worker is not available. Successful Respondent shall not give or attempt to
give its proposed Workers an unauthorized advantage over Workers submitted by other
ITSAC Vendors, such as by obtaining or providing unpublished interview questions.
9 STATEMENT OF WORK
Services provided under this Contract shall be in accordance with the applicable
Statement of Work, if any, which may be in the form of Appendix E, ITSAC SOW
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Template. Each SOW for a state agency Customer shall be in accordance with Section
2157.0685, Texas Government Code, and 1 TAC 212, if applicable.
10 WORKER REMOVAL AND SUBSTITUTION
10.1 By Successful Respondent or Worker
A. Successful Respondent shall not voluntarily remove a Worker who is engaged to
provide services to a Customer during the term of the applicable Purchase Order
without such Customer's prior written consent.
B. In the event that a Worker who is engaged to provide services to a Customer
ceases to be employed or to contract with Successful Respondent (regardless of
the circumstances of such cessation), or is otherwise unable to complete such
engagement, during the term of the applicable Purchase Order, Successful
Respondent shall provide a substitute Worker at no additional cost to such
Customer within seven (7) business days. The substitute Worker shall possess at
least the minimum requirements identified in the applicable Solicitation and
resulting Purchase Order. If Successful Respondent is unable to provide a
satisfactory substitute Worker, in the Customer's sole discretion, the Customer
may terminate the Purchase Order.
C. To allow for any training or orientation time, Successful Respondent shall provide
such substitute Worker free of charge to the Customer for the number of hours
equal to seven (7) business days, provided that such hours must be completed
within fourteen (14) business days of the substitution.
10.2 By Customer
A. A Customer may direct Successful Respondent to immediately remove a Worker
engaged under a Purchase Order if such Worker:
i. has violated applicable legal or safety standards as communicated by
Customer to Successful Respondent or such Worker;
ii. does not possess the required qualifications identified in the applicable
Solicitation or resulting Purchase Order; or
iii. is otherwise unable to satisfactorily provide the services required by the
applicable Solicitation or resulting Purchase Order.
B. Successful Respondent shall provide a substitute Worker at no additional cost to
such Customer within seven business days of such removal. The substitute
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Worker shall possess at least the minimum requirements identified in the
applicable Solicitation and resulting Purchase Order. If Successful Respondent is
unable to provide a satisfactory substitute worker, in the Customer's sole
discretion, the Customer may terminate the Purchase Order.
10.3 Notice of Disqualification
Successful Respondent shall immediately notify a Customer in the event a Worker loses
or is found not to posses any license, certificate, or similar qualification required for
providing services under the applicable Purchase Order.
10.4 Return of Equipment
Successful Respondent shall be responsible for ensuring that each Worker returns to the
Customer all equipment, materials, or other items provided to such Worker upon the
expiration or termination of the applicable Purchase Order or the cessation of such
Worker's engagement under such Purchase Order (regardless of the circumstances of
such cessation), whichever occurs first. Successful Respondent shall bear the cost of
replacing or repairing any unreturned or damaged items, as well as any remediation
costs associated with such loss or damage.
11 NON-SOLICITATION OF STATE EMPLOYEES
Successful Respondent shall not solicit, directly or indirectly, any employee of a
Customer who has participated in any projects related to a Purchase Order during the
term of such Purchase Order and for a period of 90 calendar days following the
termination or expiration of such Purchase Order. A Customer shall not solicit, directly
or indirectly, a Worker engaged to provide services to such Customer during the term of
the applicable Purchase Order and for a period of 90 calendar days following the
termination or expiration of such Purchase Order.
12 NOTIFICATION
All notices under this Contract shall be sent to a party at the respective address
indicated below.
If sent to the State:
Lisa Massock or Successor in Office
Chief Procurement Officer
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Internal Data Resources, Inc. dba IDR— 58-2389124
Department of Information Resources
300 W. 15th St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-4700
If sent to Successful Respondent:
Will Hayes
Internal Data Resources, Inc. dba IDR
1120 Sanctuary Parkway, Suite 150
Alpharetta, Georgia 30009
Phone: (214) 714-8124
Email: whayes@idr-inc.com
13 CONFLICTING OR ADDITIONAL TERMS
A. The terms and conditions of this Contract shall supersede any additional
conflicting or additional terms in any additional service agreements, statement of
work, and any other provisions, terms, conditions, and license agreements,
including those which may be affixed to or accompany software upon delivery
(sometimes called shrink-wrap or click-wrap agreements), and any linked or
supplemental documents, which may be proposed, issued, or accepted by
Successful Respondent and Customer in addition to this Contract (such additional
agreements, "Additional Agreements"), regardless of when such Additional
Agreements are proposed, issued, or accepted by Customer. Notwithstanding the
foregoing, it is Customer's responsibility to review any Additional Agreements to
determine if Customer accepts such Additional Agreement. If Customer does not
accept such Additional Agreement, Customer shall be responsible for negotiating
any changes thereto.
B. Any update or amendment to an Additional Agreement shall only apply to
Purchase Orders for the associated product or service offering after the effective
date of such update or amendment; provided that, if Successful Respondent has
responded to a Customer's solicitation or request for pricing, any subsequent
update or amendment to an Additional Agreement may only apply to a resulting
DIR-CPO-TMP-579 Page 9 of 11
Version 1.0
Rev. 3/21 /23
DIR Contract No. DIR-CPO-5474
Internal Data Resources, Inc. dba IDR— 58-2389124
Purchase Order if Successful Respondent directly informs such Customer of such
update or amendment before the Purchase Order is executed.
C. Successful Respondent shall not require any Additional Agreement that: i)
diminishes the rights, benefits, or protections of Customer, or that alters the
definitions, measurements, or method for determining any authorized rights,
benefits, or protections of Customer; or ii) imposes additional costs, burdens, or
obligations upon Customer, or that alters the definitions, measurements, or
method for determining any authorized costs, burdens, or obligations upon
Customer.
D. If Successful Respondent attempts to do any of the foregoing, the prohibited
documents will be void and inapplicable to this Contract or the Purchase Order
between Successful Respondent and Customer, and Successful Respondent will
nonetheless be obligated to perform such Purchase Order without regard to the
prohibited documents, unless Customer elects instead to terminate such
Purchase Order, which in such case may be identified as a termination for cause
against Successful Respondent.
14 AUTHORIZED EXCEPTIONS TO APPENDIX A, STANDARD TERMS AND
CONDITIONS
No exceptions have been agreed to by DIR and Successful Respondent.
(Remainder of this page intentionally left blank.)
DIR-CPO-TMP-579 Page 10 of 11
Version 1.0
Rev. 3/21 /23
DIR Contract No. DIR-CPO-5474
Internal Data Resources, Inc. dba IDR— 58-2389124
This Contract is executed to be effective as of the date of last signature.
Internal Data Resources, Inc. dba IDR
Authorized By Signature on File
Name• Will Hayes
Title: Chief OperatingOfficer
Date: 8�6/2024 � 1:31 PM PDT
The State of Texas, acting by and through the Department of Information Resources
Authorized By Signature on File
Name: Lisa Massock
Title: Chief Procurement Officer
Date• $�lz/zoza � 9:34 AM coT
Office of General Counsel: Initials on File
Date• $�lz/zoza � 8:55 AM coT
DIR-CPO-TMP-579 Page 11 of 11
Version 1.0
Rev. 3/21 /23
EXHIBIT B
Texas Department of Information Resources Cooperative Contract No. DIR-CPO-5474 Pricing Index
(ATTACHED)
Cooperative Purchase Agreement — Exhibit B
n ern
•_ __- - J
DevOps Engineer
DevOps Engineer
DevOps Engineer
DevOps Engineer
DevOps Engineer
DevOps Engineer
DevOps Engineer
Systems Analyst
Systems Analyst
Systems Analyst
Systems Analyst
Systems Analyst
Svstems Analvst
Systems Analyst
Applications Architect
Applications Architect
Applications Architect
Applications Architect
Applications Architect
Applications Architect
Applications Architect
Business Analyst
Business Analyst
Business Analyst
Business Analyst
Business Analyst
Business Analyst
Business Analyst
Cloud Solutions Architect
Cloud Solutions Architect
Cloud Solutions Architect
Cloud Solutions Architect
Cloud Solutions Architect
Cloud Solutions Architect
Cloud Solutions Architect
Artificial Intelligence/Machine Learning Engineer
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
$36.98
$55.47
$73.95
$92.44
$121.86
$166.85
$39.28
$58.92
$78.57
$98.21
$119.20
$144.24
$34.54
$51.80
$69.07
$86.34
$108.68
$149.51
$34.31
$51.47
$68.62
$85.78
$98.21
$127.59
$46.47
$69.71
$92.94
$116.18
$137.36
$185.43
$38.46
n ern
•_ __- - J
Artificial Intelligence/Machine Learning Engineer
Artificial Intelligence/Machine Learning Engineer
Artificial Intelligence/Machine Learning Engineer
Artificial Intelligence/Machine Learning Engineer
Artificial Intelligence/Machine Learning Engineer
Artificial Intelligence/Machine Learning Engineer
Developer/Programmer Analyst
Developer/Programmer Analyst
Developer/Programmer Analyst
Developer/Programmer Analyst
Developer/Programmer Analyst
Developer/Programmer Analyst
Developer/Programmer Analyst
Enterprise Architect
Enterprise Architect
Enterprise Architect
Enterprise Architect
Enterprise Architect
Enterprise Architect
Enterprise Architect
Enterprise Resource Planning (ERP) Business Analyst
Enterprise Resource Planning (ERP) Business Analyst
Enterprise Resource Planning (ERP) Business Analyst
Enterprise Resource Planning (ERP) Business Analyst
Enterprise Resource Planning (ERP) Business Analyst
Enterprise Resource Planning (ERP) Business Analyst
Enterprise Resource Planning (ERP) Business Analyst
ERP Developer
ERP Developer
ERP Developer
ERP Developer
ERP Developer
ERP Developer
ERP Developer
Mobile Applications Developer
Mobile Applications Developer
Mobile Aaalications Develoaer
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
$57.70
$76.93
$96.16
$117.47
$142.12
$20.40
$30.60
$40.80
$63.50
$79.00
$104.50
$36.56
$ 54.84
$73.13
$91.41
$116.79
$151.54
$25.35
$38.03
$50.70
$89.20
$102.50
$120.80
$29.26
$43.88
$58.51
$73.14
$114.79
$167.84
$36.56
$54.84
$73.13
n ern
•_ __- - J
Mobile Applications Developer
Mobile Applications Developer
Mobile Applications Developer
Mobile Applications Developer
Technical Writer
Technical Writer
Technical Writer
Technical Writer
Technical Writer
Technical Writer
Technical Writer
Digital Product Manager
Digital Product Manager
Digital Product Manager
Digital Product Manager
Digital Product Manager
Digital Product Manager
Digital Product Manager
Software Engineer
Software Engineer
Software Engineer
Software Engineer
Software Engineer
Software Engineer
Software Engineer
Software Developer
Software Developer
Software Developer
Software Developer
Software Developer
Software Developer
Software Developer
Undefined Title
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Saecialist
$91.41
$115.80
$152.32
$18.69
$28.03
$37.37
$46.72
$73.94
$93.79
$40.62
$60.93
$81.24
$101.54
$137.07
$193.94
$28.85
$43.27
$ 57.70
$72.12
$101.57
$147.35
$42.03
$63.05
$84.07
$105.08
$131.12
$144.24
Database Administrator Intern 1 $39.28
Database Administrator Intern 2 $58.92
Database Administrator Intern 3 $78.57
n ern
•_ __- - J
Database Administrator
Database Administrator
Database Administrator
Database Administrator
Data Analyst/Report Writer
Data Analyst/Report Writer
Data Analyst/Report Writer
Data Analyst/Report Writer
Data Analyst/Report Writer
Data Analyst/Report Writer
Data Analyst/Report Writer
Database Architect
Database Architect
Database Architect
Database Architect
Database Architect
Database Architect
Database Architect
Data Modeler
Data Modeler
Data Modeler
Data Modeler
Data Modeler
Data Modeler
Data Modeler
Data Scientist (Big Data Engineer)
Data Scientist (Big Data Engineer)
Data Scientist (Big Data Engineer)
Data Scientist (Big Data Engineer)
Data Scientist (Big Data Engineer)
Data Scientist (Big Data Engineer)
Data Scientist (Big Data Engineer)
Business Intelligence Analyst
Business Intelligence Analyst
Business Intelligence Analyst
Business Intelligence Analyst
Business Intelliaence Analvst
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
$98.21
$119.20
$144.24
$21.95
$32.92
$43.89
$54.87
$90.63
$147.25
$57.69
$86.54
$115.39
$144.24
$160.00
$179.60
$28.01
$42.01
$56.01
$70.01
$110.71
$152.32
$34.92
$52.38
$69.84
$87.30
$112.00
$142.24
$23.64
$3 5.46
$47.28
$59.11
$85.32
� - . ��
Business Intelligence Analyst
Business Intelligence Analyst
Undefined Title
Front-End Web Developer/Web Designer
Front-End Web Developer/Web Designer
Front-End Web Developer/Web Designer
Front-End Web Developer/Web Designer
Front-End Web Developer/Web Designer
Front-End Web Developer/Web Designer
Front-End Web Developer/Web Designer
Web Developer
Web Developer
Web Developer
Web Developer
Web Developer
Web Developer
Web Developer
Senior Web Developer
Senior Web Developer
Senior Web Developer
Senior Web Developer
Senior Web Developer
Senior Web Developer
Senior Web Developer
Web Administrator
Web Administrator
Web Administrator
Web Administrator
Web Administrator
Web Administrator
Web Administrator
Undefined Title
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
$121.86
$17.16
$25.74
$34.32
$42.89
$70.00
$117.43
$20.36
$30.55
$40.73
$50.91
$85.00
$123.38
$31.91
$47.87
$63.82
$79.78
$103.04
$127.40
$34.31
$51.47
$68.62
$85.78
$98.21
$119.20
QA Engineer Automated Intern 1 $24.03
QA Enqineer Automated Intern 2 $36.05
n ern
•_ __- - J
QA Engineer Automated
QA Engineer Automated
QA Engineer Automated
QA Engineer Automated
QA Engineer Automated
QA/Test Manager
QA/Test Manager
QA/Test Manager
QA/Test Manager
QA/Test Manager
QA/Test Manager
QA/Test Manager
QA Associate/Analyst
QA Associate/Analyst
QA Associate/Analyst
QA Associate/Analyst
QA Associate/Analyst
QA Associate/Analyst
QA Associate/Analyst
Undefined Title
Network Engineer
Network Engineer
Network Engineer
Network Engineer
Network Engineer
Network Engineer
Network Engineer
Wireless Network Engineer
Wireless Network Engineer
Wireless Network Engineer
Wireless Network Engineer
Wireless Network Engineer
Wireless Network Engineer
Wireless Network Engineer
Network Administrator
Network Administrator
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
$48.06
$60.08
$77.68
$92.17
$29.61
$44.42
$59.23
$74.03
$116.31
$144.9 5
$19.59
$29.38
$39.17
$48.96
$59.73
$75.48
$23.40
$35.10
$46.80
$58.50
$86.36
$127.59
$21.12
$31.68
$42.24
$52.80
$82.24
$145.20
$34.31
$51.47
n ern
•_ __- - J
Network Administrator
Network Administrator
Network Administrator
Network Administrator
Network Administrator
Telecommunications Manager
Telecommunications Manager
Telecommunications Manager
Telecommunications Manager
Telecommunications Manager
Telecommunications Manager
Telecommunications Manager
Telecommunications Technician
Telecommunications Technician
Telecommunications Technician
Telecommunications Technician
Telecommunications Technician
Telecommunications Technician
Telecommunications Technician
Network Operations Center (NOC) Technician
Network Operations Center (NOC) Technician
Network Operations Center (NOC) Technician
Network Operations Center (NOC) Technician
Network Operations Center (NOC) Technician
Network Operations Center (NOC) Technician
Network Operations Center (NOC) Technician
Undefined Title
Data Security Analyst
Data Security Analyst
Data Security Analyst
Data Security Analyst
Data Security Analyst
Data Security Analyst
Data Security Analyst
Security Administrator
Security Administrator
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
$68.62
$85.78
$98.21
$119.20
$29.27
$43.90
$58.53
$73.16
$90.00
$122.86
$29.97
$44.95
$59.94
$74.92
$85.78
$98.21
$16.68
$25.02
$33.36
$41.70
$65.09
$96.52
$36.71
$55.07
$73.43
$91.78
$105.08
$131.12
$20.87
$31.31
n ern
•_ __- - J
Security Administrator
Security Administrator
Security Administrator
Security Administrator
Security Administrator
Network Security Analyst
Network Security Analyst
Network Security Analyst
Network Security Analyst
Network Security Analyst
Network Security Analyst
Network Security Analyst
Network Security Engineer
Network Security Engineer
Network Security Engineer
Network Security Engineer
Network Security Engineer
Network Security Engineer
Network Security Engineer
Information Security Manager
Information Security Manager
Information Security Manager
Information Security Manager
Information Security Manager
Information Security Manager
Information Security Manager
IT Auditor
IT Auditor
IT Auditor
IT Auditor
IT Auditor
IT Auditor
IT Auditor
Undefined Title
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
$41.75
$52.19
$85.03
$122.69
$42.03
$63.05
$84.07
$105.08
$131.12
$158.66
$26.45
$39.67
$52.90
$66.12
$105.66
$123.91
$41.89
$62.83
$83.78
$104.72
$139.62
$174.5 3
$36.71
$55.07
$73.43
$91.78
$105.08
$131.12
Project Manager Intern 1 $39.28
Project Manager Intern 2 $58.92
� - . ��
Project Manager
Project Manager
Project Manager
Project Manager
Project Manager
Project Lead
Project Lead
Project Lead
Project Lead
Project Lead
Project Lead
Project Lead
Program Manager
Program Manager
Program Manager
Program Manager
Program Manager
Program Manager
Program Manager
Agile Scrum Master
Agile Scrum Master
Agile Scrum Master
Agile Scrum Master
Agile Scrum Master
Agile Scrum Master
Agile Scrum Master
Agile Coach
Agile Coach
Agile Coach
Agile Coach
Agile Coach
Agile Coach
Agile Coach
Undefined Title
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
$78.57
$98.21
$119.20
$144.24
$35.35
$53.03
$70.71
$88.39
$125.96
$169.09
$41.04
$61.56
$82.08
$102.60
$120.87
$163.55
$27.31
$40.97
$54.62
$68.28
$109.68
$154.39
$30.50
$45.76
$61.01
$76.26
$121.88
$167.65
Support Technician Intern 1 $15.83
Support Technician Intern 2 $23.74
n ern
•_ __- - J
Support Technician
Support Technician
Support Technician
Support Technician
Support Technician
Help Desk
Help Desk
Help Desk
Help Desk
Help Desk
Help Desk
Help Desk
Business Continuity Analyst
Business Continuity Analyst
Business Continuity Analyst
Business Continuity Analyst
Business Continuity Analyst
Business Continuity Analyst
Business Continuity Analyst
Product Support Analyst
Product Support Analyst
Product Support Analyst
Product Support Analyst
Product Support Analyst
Product Support Analyst
Product Support Analyst
Site Reliability Engineer
Site Reliability Engineer
Site Reliability Engineer
Site Reliability Engineer
Site Reliability Engineer
Site Reliability Engineer
Site Reliability Engineer
Instructor Trainer
Instructor Trainer
Instructor Trainer
Instructor Trainer
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
$31.65
$39.56
$58.00
$82.52
$14.83
$22.25
$29.66
$37.08
$52.55
$65.75
$42.03
$63.05
$84.07
$105.08
$112.00
$119.20
$18.45
$27.67
$36.90
$46.12
$70.00
$101.93
$30.00
$45.00
$60.00
$75.00
$85.62
$95.06
$23.33
$34.99
$46.66
$58.32
� - . ��
Instructor Trainer
Instructor Trainer
Instructor Trainer
Undefined Title
Change Management Manager/Organizational Change
Management (OCM)
Change Management Manager/Organizational Change
Management (OCM)
Change Management Manager/Organizational Change
Management (OCM)
Change Management Manager/Organizational Change
Management (OCM)
Change Management Manager/Organizational Change
Management (OCM)
Change Management Manager/Organizational Change
Management (OCM)
Change Management Manager/Organizational Change
Management (OCM)
Process Improvement Manager
Process Improvement Manager
Process Improvement Manager
Process Improvement Manager
Process Improvement Manager
Process Improvement Manager
Process Improvement Manager
Undefined Title
Communications Coordinator
Communications Coordinator
Communications Coordinator
Communications Coordinator
Communications Coordinator
Communications Coordinator
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
�a
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
$73.18
$91.75
$24.64
$36.97
$49.29
$61.61
$100.00
$144.08
$24.35
$36.53
$48.70
$60.88
$92.82
$118.55
$15.72
$23.58
$31.43
$39.29
$45.68
$61.94
n ern
•_ __- - J
Communications Coordinator
Customer Relationship Management (CRM)
Customer Relationship Management (CRM)
Customer Relationship Management (CRM)
Customer Relationship Management (CRM)
Customer Relationship Management (CRM)
Customer Relationship Management (CRM)
Customer Relationship Management (CRM)
Digital Marketing Analyst
Digital Marketing Analyst
Digital Marketing Analyst
Digital Marketing Analyst
Digital Marketing Analyst
Digital Marketing Analyst
Digital Marketing Analyst
Web Content Technician/Manager
Web Content Technician/Manager
Web Content Technician/Manager
Web Content Technician/Manager
Web Content Technician/Manager
Web Content Technician/Manager
Web Content Technician/Manager
Undefined Title
IT Contract Manager
IT Contract Manager
IT Contract Manager
IT Contract Manager
IT Contract Manager
IT Contract Manager
IT Contract Manager
IT Contract Contracts Administrator/Technician
IT Contract Contracts Administrator/Technician
IT Contract Contracts Administrator/Technician
IT Contract Contracts Administrator/Technician
IT Contract Contracts Administrator/Technician
IT Contract Contracts Administrator/Technician
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
$19.51
$29.26
$39.02
$48.77
$64.99
$98.48
$18.38
$27.58
$36.77
$45.96
$56.16
$72.63
$17.66
$26.49
$35.32
$44.16
$85.00
$133.94
$28.01
$42.01
$56.02
$70.02
$82.24
$120.83
$22.58
$33.87
$45.16
$ 56.45
$64.58
$73.90
' Intern
•_ __- - J
IT Contract Contracts Administrator/Technician
IT Procurement Technician
IT Procurement Technician
IT Procurement Technician
IT Procurement Technician
IT Procurement Technician
IT Procurement Technician
IT Procurement Technician
Undefined Title
Specialist
Intern 1
Intern 2
Intern 3
1
2
3
Saecialist
$26.18
$39.26
$52.35
$ 6 5.44
$74.92
$85.78
EXHIBIT C
Network Access Agreement
(ATTACHED)
Cooperative Purchase Agreement — Exhibit C
NETWORK ACCESS AGREEMENT
This Network Access Agreement ("Agreement") is made and entered into by and between the
City of Fort Worth ("City"), a home rule municipal corporation with its principal location at 100 Fort
Worth Trail, Fort Worth, Texas 76102, organized under the laws of the State of Texas and Internal Data
Resources, Inc. dba IDR ("Vendor") with its principal location at 1120 Sanctuary Parkway, Suite 150,
Alpharetta, Georgia 30009.
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide Staff
Augmentation Services. In order to provide the necessary support, Vendor needs access to various City
systems as it pertains to the services agreed upon in the aforementioned City Secretary Contract.
2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing Staff Augmentation Services. Such access is granted subject to
the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative
Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions
are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are
available upon request.
3. Network Credentials. The City will provide Vendor with Network Credentials consisting
of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. If
this access is being granted for purposes of completing services for the City pursuant to a separate contract,
then, this Agreement will expire at the completion of the contracted services, or upon termination of the
contracted services, whichever occurs first. Otherwise, access rights will automatically expire one (1) year
from the date of this Agreement ("Expiration Date").
❑ Services are being provided in accordance with City Secretary Contract No.
("Contract")
❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No.
. (`�'SK #")
� Services are being provided in accordance with the Agreement to which this Access Agreement is
attached. ("ContracY')
❑ Services are being provided without a City Secretary Contract at no cost to the City
❑ No services are being provided pursuant to this Agreement
4. RenewaL This Agreement shall renew in accordance with the term of the Contract or PSK
#. If there is no Contract or PSK #, this Agreement may be renewed annually by City, in its sole discretion,
at the end of the Expiration Date and each renewal term thereafter.
Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor
shall provide the City with a current list of officers, agents, servants, employees or representatives that
require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial
of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Vendor officers, agents, servants, employees or representatives
may not share the City-assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives
its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's
compliance with this Agreement. A breach by Vendor, its officers, agents, servants, employees or
representatives, of this Agreement and any other written instructions or guidelines that the City provides to
Network Access Agreement
Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the
Network and Vendor's Data, terminate the Agreement, and pursue any other remedies that the City may
have under this Agreement or at law or in equity.
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Agreement at any time and for any reason with or without notice, and without penalty to the
City. Upon termination of this Agreement, Vendor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Vendor, its officers,
agents, servants, employees and/or representatives to access the City's Network.
7. Information Securitv. Vendor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a
breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Vendor-owned equipment that contains City-provided access software, termination or
resignation of officers, agents, servants, employees or representatives with access to City-provided Network
credentials, and unauthorized use or sharing of Network credentials.
8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND
RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON
ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDORMAY INCUR
AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR'S
DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE
SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, VENDORSHALL BE LIABLE
AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR
PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND
JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR 'S OWN COST OR EXPENSE,
HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS
OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY
CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME
ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9. Confidential Information. Vendor, for itself and its officers, agents, employees, and
representatives, agrees that it shall treat all information provided to it by the City as confidential and shall
not disclose any such information to a third party without the prior written approval of the City. Vendor
further agrees that it shall store and maintain City Information in a secure manner and shall not allow
unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall
notify the City immediately if the security or integrity of any City information has been compromised or is
believed to have been compromised.
10. Right to Audit. Vendor agrees that the City shall, during the initial term, any renewal
terms, and until the expiration of three (3) years after termination or expiration of this contract, have
access to and the right to examine at reasonable times any directly pertinent books, data, documents,
papers and records, both hard copy and electronic, of the Vendor involving transactions relating to this
Agreement. Vendor agrees that the City shall have access during normal working hours to all necessary
Network Access Agreement
Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this section. The City shall give Vendor reasonable advance notice of
intended audits. Vendor further agrees to include in all its subcontractor agreements hereunder a provision
to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms,
and until expiration of three (3) years after termination or expiration of the subcontract, have access to
and the right to cxamine at reasonable times any directly pertinent books, data, documents, papers and
records, both hard copy and electronic, of such subcontractor involving transactions related to the
subcontract, and further that City shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of
intended audits.
11. A�reement Cumulative. This Agreement is cumulative of and in addition to any written
contracts, agreements, understandings or acknowledgments with the City signed by Vendor. This
Agreement and any other documents incorporated herein by reference constitute the entire understanding
and Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access
to and use of the City's Network.
12. Amendments. The terms of this Agreement shall not be waived, altered, modified,
supplemented, or amended in any manner except by written instrument signed by an authorized
representative of both the City and Vendor.
13. Assignment. Vendor may not assign or in any way transfer any of its interest in this
Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void.
14. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labar restrictions
by any governmental authority, transportation problems and/or any other similar causes.
16. Governing Law / Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of
this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
17. Si�nature Authoritv. By affixing a signature below, the person signing this Agreement
hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions
in this agreement and to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The
other party is fully entitled to rely on this warranty and representation in entering into this Agreement.
Network Access Agreement
EXHIBIT D
Conflict of Interest Questionnaire
(ATTACHED)
Cooperative Purchase Agreement — Exhibit D
Internal Data Resources, Inc
8/19/2025
N/A
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
***
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any
gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
9/17/25, 10:11 AM
CITY COUNCIL AGENDA
Create New From This M8�C
DATE:
CODE:
9/16/2025 REFERENCE
N O..
C TYPE:
**M&C 25-
0827
CONSENT
M&C Review
F��T��o�7��
-��-
LOG NAME:
PUBLIC
HEARING:
041TS STAFF
AUGMENTATION
�
SUBJECT: (ALL) Authorize Execution of Non-Exclusive Cooperative Purchase Agreements for Staff
Augmentation Using the Interlocal Purchasing System for an Annual Amount of
$800,000.00 for ePlus Technology, Inc. and Authorize Renewal Options; Authorize
Execution of Non-Exclusive CooperativeAgreements for StaffAugmentation Using
Multiple Texas Department of Information Resources Cooperative Contracts for a
Combined Annual Amount of $4,821,340.00 for ldentified Vendors and Authorize Renewal
Options for the Information Technology Solutions Department
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of non-exclusive Cooperative Purchase Agreements for staff
augmentation using The Interlocal Purchasing System Cooperative Contract No. TIPS 230105
with ePlus Technology, Inc., for an annual amount of $800,000.00 and authorize four one-
year renewal options in the same annual amount;
2. Authorize the execution of non-exclusive Cooperative Purchase Agreements for staff
augmentation using Texas Department of Information Resources Cooperative Contract No.
DIR-CPO-5523 with Apex Systems LLC; Texas Department of Information Resources
Cooperative Contract No. DIR-CPO-5474 with Internal Data Resources, Inc. and Texas
Department of Information Resources Cooperative Contract No. DIR-CPO-5478 with
TekSystems Inc. for a combined annual amount of $2,021,340.00 and authorize four one-
year renewal options in the same annual amount;
3. Authorize the execution of non-exclusive Cooperative Purchase Agreements for staff
augmentation using Texas Department of Information Resources Cooperative Contract No.
DIR-CPO-5596 with Insight Global, LLC dba Delaware Insight Global, LLC for an amount of
$2,000,000.00 and authorize four one-year renewal options in the same annual amount; and
4. Authorize the execution of non-exclusive Cooperative Purchase Agreement for staff
augmentation using Texas Department of Information Resources Cooperative Contract No.
DIR-CPO-5794 with Smith Temporaries, Inc. dba CornerStone Staffing for an amount of
$800,000.00 and authorize four one-year renewal options.
DISCUSSION:
The Information Technology Solutions Department (IT Solutions) has historically utilized non-exclusive
cooperative purchasing agreements to support staff augmentation services for the IT Solutions
Department. The City utilizes a list of vendors to provide staff augmentation services specifically for
technology-related needs. These contracts are managed by the IT Solutions Department and serve to
provide qualified temporary personnel for various technical roles, including project-based support,
specialized IT skills, and other short-term technology needs.
November 2016, City Council approved Mayor & Council Communication (M&C) C-27983 authorizing
agreements with four vendors to provide technology-related staff augmentation services in a combined
aggregate amount of $2,100,000.00 annually underTexas Department of Information Resources (DIR)
cooperative contracts. Since 2016, through various M&Cs, C-28636, C-28999, 20-0410, 21-0084, 21-
0456, 21-0733, 22-0444, 22-1020, 23-0119, 24-0309 the Information Technology Solutions (ITS) has
expanded the number of vendors to eight for an annual combined authorization of $5,621,340.00 for
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Annual Amount
information technology-related staff augmentation using DIR, Houston-Galveston Area Council (H-
GAC), and General Services Administration (GSA) cooperative contracts.
The purpose of this M&C is to update the list of staff augmentation vendors and cooperative
agreements used for technology-related services. This update includes the removal of non-responsive
vendors, the addition of new vendors to enhance recruitment capabilities.
In prior M&C, a single spend authority was used to all approved vendors under the staff augmentation
contracts. The current request, spend authority is not being consolidated. The vendors will have
individual spend authority based on their respective contract timelines and cooperative agreement
terms. This is due to the differing effective dates and expiration schedules associated with the
cooperative contracts. This M&C does not increase the spend authority, the spend authority will
remain.
Upon approval, non-exclusive cooperative purchase agreements will be executed utilizing the
following cooperative contracts:
Cooperative
Agency
The Interlocal
Purchasing
System
Cooperative Expiration
Reference Date
TI PS 230105 05/31 /2028
Texas Department
of Information DIR-CPO-5523 08/21/2029
Resources
Texas Department
of Information DIR-CPO-5474 08/12/2029
Resources
Texas Department
of Information DIR-CPO-5478 08/21/2029
Resources
Texas Department
of Information DIR-CPO-5596 10/11/2029
Resources
Texas Department
of Information DIR-CPO-5794 02/14/2030
Resources
$2,000,000.00
�,:�� ��� ��
The maximum annual amount allowed under the TIPS 230105 Cooperative Agreement with ePlus will
be $800,000.00; however, the actual amount used will be based on needs of the department and
available funding.
The maximum combined annual amount allowed under the DIR-CPO-5523 Cooperative Agreements
with Apex Systems LLC, DIR-CPO-5474 with Internal Data Resources, Inc., and DIR-CPO-5478 with
TekSystems Inc. will be $2,021,340.00; however, the actual amount used will be based on needs of
the department and available funding.
The maximum annual amount allowed under the DIR-CPO-5596 Cooperative Agreements with Insight
Global, LLC dba Delaware Insight Global, LLC will be $2,000,000.00; however, the actual amount
used will be based on needs of the department and available funding.
The maximum annual amount allowed under the DIR-CPO-5794 Cooperative Agreements with Smith
Temporaries, Inc. dba CornerStone Staffing will be $800,000.00; however, the actual amount used will
be based on needs of the department and available funding.
Funding will be available upon adoption of the Fiscal Year 26 Operating budget. Other departments
will provide separate funding when making a request for the use of staff augmentation
services. A funds availability verification will be performed by the participating department prior to the
request. Funding will be budgeted in Consultant & Other Prof Service account within the Info
Technology Systems Fund and in various accounts within the participating departments operating
budgets, as appropriated for Fiscal Year 2026.
M&C Review
�,:�� ��� ��
$2,021, 340.00
Shared spend
authority with DIR-
CPO-5523
Shared spend
authority with DIR-
CPO-5523
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M&C Review
COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a
cooperative purchase agreement satisfies State laws requiring that the local government seek
competitive bids for purchase of the item. Cooperative contracts have been competitively bid to
increase and simplify the purchasing power of local government entities across the State of Texas.
SUCCESSOR CONTRACTS: The City will initially use these cooperative agreements to make
purchases authorized by this M&C. In the event a cooperative agreement is not renewed, staff would
cease purchasing at the end of the last purchase agreement coinciding with a valid cooperative
contract. If the City Council were to not appropriate funds for a future year, staff would stop making
purchases when the last appropriation expires, regardless of whether the then-current purchase
agreement has expired.
If the cooperative agreements are extended, this M&C authorized the City to purchase similar products
under the extended contract. In the event a cooperative agreement is not extended, but vendor and
cooperative purchasing agency execute new cooperative agreement(s) with substantially similar
terms, this M&C authorizes the City to purchase the products under the new contract(s). If this occurs,
in no event will the City continue to purchase goods and services under the new agreements past
2030 without seeking Council approval.
BUSINESS EQUITY: A goal is not assigned when purchasing from an approved purchasing
cooperative or public entity.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not
require specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERM: Upon City Council's approval, these agreements will be executed upon
signature by the Assistant City Manager and expire in accordance with the underlying cooperative
agreements.
RENEWAL TERMS: The agreements may be renewed for four (4) one-year renewal terms, at the
City's option. This action does not require specific City Council approval provided that the City Council
has appropriated sufficient funds to satisfy the City's obligations during the renewal period.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and upon
adoption of the Fiscal Year 2026 Budget by the City Council, funds will be available in the Fiscal Year
2026 Operating Budget, as appropriated, in the Info Technology Systems Fund. Prior to an
expenditure being incurred, the Information Technology Solutions Department has the responsibility
to validate the availability of funds.
TO
Fund Department Account Project�rogram Activity Budget�Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
Dianna Giordano (7783)
Kevin Gunn (2015)
Cynthia Tyree (6689)
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ATTACHMENTS
M&C Review
FID Table StaffAugmentation 2025.x1sx (CFW Internal)
Form 1295 Certificat teksystems.pdf (CFW Internal)
Form 1295 Certificate 101407104.pdf (CFW Internal)
Form 1295 Certificate 2025 101403995.pdf (CFW Internal)
Form 1295 Certificate COFW It Solutions StaffAug MC.pdf (CFW Internal)
Form 1295 Certificate Signed.pdf (CFW Internal)
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